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RETAINER AGREEMENT FOR SECURITIES MONITORINGRETAINER AGREEMENT FOR SECURITIES MONITORING THIS IS AN AGREEMENT between THE EMPLOYEES' PENSION PLAN OF THE CTTY OF CLEARWATER, FLORIDA ("Client") and the law firm of KESSLER TOPAZ MELTZER & CHECK, LLP (the "Firm"). Client retains the Firm to monitor the Client's investment portfolio in securities traded on United States based stock exchanges in connection with claims for damages against such persons, entities, companies or associations who may be liable for damages suffered by the Client as a result of breach of fiduciary duty, fraud, misrepresentation, or other violations of federal and/or state securities laws. This Agreement facilitates the review of ClienYs investment portfolio to help determine whether Client has suffered any fmancial loss due to violations of federal and/or state securities laws. 2. In the course of the Firm's business, the Firm becomes aware of, identiiies and investigates possible violations of federal and/or state securities laws, instances of abuse by corporate management, breaches of fiduciary duties and/or other corporate conduct affecting a company's securities. Upon becoming aware of or identifying such an instance, which the Fum believes should be pursued by litigation, the Firm shall review C1ienYs investment portfolio of publicly traded equity, fixed income and other securities ("Securities") to determine whether Client may have suffered a material loss due to such possible violations of federal and/or state securities laws, and/or corporate management misfeasance, or malfeasance and will provide legal advice and representation regarding the existence and prosecution of possible claims. It is understood that the Firm does not undertake to investigate and advise Client with respect to each instance of a loss in value of the securities of a company in Client's investment portfolio. In order to assist the Firm with fulfilling its duties under paragraph 2, supra, Client will direct its custodian bank to provide the Firm with the past five (5) years of transactions of Securities traded on United States based stock exchanges in electronic format (or other format as agreed to by the Client and the Firm). Additionally, Client will direct its custodian bank to add the Firm to the distribution list of periodic statement of Client's transactions. To the extent agreed to by the custodian bank, Client will provide the Firm with Securities transaction updates in electronic format or will provide the Firm with access to the custodian banks electronic database. 4. The Firm will maintain and cause its representatives to maintain, in the strictest confidence, all information and/or documentation it collects from or with respect to Client, including, without limitation, all records, financial loss and investment information ("Confidential Information"). The Firm shall not disclose any Confidential Information to anyone other than Client or its employees or designated representatives without the express written consent of Client. The Firm will not use any Confidential Information except for the performance of the services set forth in this Agreement. The Firm shall not permit any Confidential Information to be disseminated, sold, assigned, leased, licensed to any third party outside the Firm, nor otherwise exploited in any way. Notwithstanding anything in this Section, the Firm may disclose Confidential Information to the extent it is required to do so due to receipt of a subpoena or other validly issued administrative or judicial process requesting such Confidential Information, provided that the Firm has provided prompt notice to Client of such receipt and has cooperated with Client in doing so before disclosing any Confidential Information in response to such subpoena or other process. The Firm agrees to advise Client of financial losses due to potential violations of federal and state securities laws or corporate misconduct when such instances arise and in a time frame that will allow the Client to determine what course of action to take, if any. In addition, the Firm will review, and make recommendations to Client of the options available to recover such losses. The Firm will also monitor class action lawsuits to determine whether Client is a member of the class and monitor whether the class defmition changes over the course of time. The Firm agrees to provide client with written quarterly reports describing in detail the status of the foregoing and its other monitoring efforts on the C1ienYs behalf. 6. The Firm shall be solely responsible for any and all attomey time, expenses and all other costs incurred, to fulfill its duties under this Agreement. 7. Client and the Firm agree that this Agreement does not authorize the initiation of any litigation on C1ienYs behalf. If Client decides to pursue litigation on a class or individual basis, Client may retain the Firm to represent it pursuant to a separate written retainer agreeme�t that may be on a contingent attorney fee, and contingent cost basis. The Firm acknowledges that Client is perfectly free to choose in its sole discretion, not to pursue litigation in any instance. 8. The Firm shall, as promptly as practicable under the circumstances, advise and assist Client and its custodian or other agents in obtaining, completing, and filing of any Proof of Claim and Release which is necessary to process a claim to which the Client is entitled. The Firm shall notify Client and its custodian or other agents of any claim Client is entitled to regardless of the Client's status as a lead plaintiff or absent class member. However, the actual filing of any particular claim with respect to any settled or adjudicated case remains the sole responsibility of the Client and its custodian or other agents. 9. This Agreement constitutes the entire agreement of Client and the Firm with respect to the subj ect matter hereof, and shall be construed in accordance with and governed by the laws of the State of Florida without regard to its provisions on the conflicts of laws. 10. Client may terminate this Agreement at any time in writing. T'he Firm may terminate this Agreement at any time in writing. Upon termination of this Agreement, the Firm shall retum or destroy (at Client's election) all records of Client's investment holdings and any other documents furnished to it by client. 2 11. The Firm and Client each designates the following person(s) as its primary contact under this Agreement: Firm: Kessler Topaz Meltzer & Check, LLP Darren J. Check, Esquire 280 King of Prussia Road Radnor, PA 19087 Telephone: (610) 822-2235 Facsimile: (484) 270-1484 E-Mail: dcheck a�ktmc.com Client: The Employees' Pension Plan of the City of Clearwater, Florida Stephen M. Moskun, Cash & Investment Manager Finance Department 100 South Myrtle Avenue (P.O. Box 4748) Clearwater, FL 33756-5520 Telephone: (727) 562-4532 Facsimile: (727) 562-4535 E-Mail: steve.moskun(a�myclearwate.r.com FOR: KESSLER TOPAZ MELTZER & CHECK, LLP By: • Date: ��/�i/�� en J. Check, Esquire Partner & Director of Institutional Relations FOR: THE EMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWATER, FLORIDA BY: BOARD OF TRUSTEES OF THE EMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWATER, FLORIDA � By: � � �x�l�'' - � Date: �. ]U/1- Frank V. Hibbard, Chairperson � 3 � C��..,�-� Rosemarie Call, City Clerk (���Of ry��� � � ``1 � /��, •.�"� � , - .� � -_- `'; � ;�"��._ m��